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THE  WESTERN  PACIFIC  RAILROAD  COMPANY 


REORGANIZATION  COMMITTEE  UNDER  PLAN  AND 

AGREEMENT  FOR  REORGANIZATION  OF  WESTERN 

PACIFIC  RAILWAY  COMPANY 


and 


FRANKLIN  V.  SPOONER,  ROBERT  R.  PARDOW  AND 
JOHN  C.  RUED,  Purchasers 


iasretmmt 


DATED  JUNE       ,  1916 


AGREEMENT,  made  this  day  of  June,  1916,  between  Alvin  W.  Kbech, 

A.  M.  Hunt,  James  D.  Phelan,  George  Whittell,  David  E.  Foegan,  I.  DeBrxjyn,  C.  Led- 
YABD  Blaie,  Frederick  H.  Ecker,  Robert  W.  Martin,  Starr  J.  Murphy,  William  Salo- 
mon and  Richard  B.  Young,  as  the  Reorganization  Committee  under  the  Plan  of  Reorgan- 
ization hereinafter  mentioned  (herein  called  the  "Committee"),  parties  of  the  first 
part,  and  Franklin  V.  Spooner,  Robert  R.  Pardow  and  John  C.  Rued  (herein  called 
the  "Purchasers"),  parties  of  the  second  part: 

Whereas,  certain  railroads,  rights,  franchises,  shares  of  stock  and  other  property 
owned  or  held  by  Western  Pacific  Railway  Company  (herein  called  the  "Railway")  or  its 
Receivers  are  about  to  be  sold  pursuant  to  decrees  of  foreclosure  and  sale  in  suits  hereto- 
fore instituted  for  the  foreclosure  of  the  indenture  dated  September  1,  1903,  securing 
the  First  Mortgage  Five  Per  Cent.  Thirty- Year  Gold  Bonds  of  the  Railway ;  and 

Whereas,  a  Plan  dated  December  15,  1915,  for  the  Reorganization  of  the  Railway 
(herein  called  the  "Plan")  has  been  prepared,  the  original  whereof  is  on  file  at  the  ofiice 
of  the  Equitable  Trust  Company  of  New  York  in  New  York  City;  and 

Whereas,  the  First  Mortgage  Five  Per  Cent.  Thirty- Year  Gold  Bonds  of  the  Railway 
which  have  been  deposited  under,  or  the  owners  whereof  have  assented  to,  the  Plan  are 
held  by  or  subject  to  the  control  of  the  Committee ;  and 

Whereas,  the  Committee  desire  the  Purchasers  to  bid  for  and  purchase  for  the  pur- 
poses of  the  Plan  the  railroads,  rights,  franchises,  shares  of  stock  and  other  property 
of  the  Railway  to  be  sold  as  aforesaid  and  to  dispose  of  the  same  and  the  proceeds  there- 
of in  accordance  with  the  directions  of  the  Committee  for  the  purposes  of  the  Plan; 

Now,  Therefore,  it  is  mutually  agreed  between  the  parties  hereto  as  follows: 

I. — The  Purchasers  agree: 

(1)  That  they  will  attend  said  sale  and  any  adjournments  thereof  and,  upon  being 
provided  as  hereinafter  set  forth  with  the  cash  or  First  Mortgage  Five  Per  Cent. 
Gold  Bonds  necessary  to  enable  them  to  qualify  as  bidders  at  said  sale,  will,  sub- 
ject and  pursuant  to  the  directions  of  the  Committee,  bid  for  the  railways,  fran- 
chises, rights,  shares  of  stock  and  other  property  to  be  offered  for  sale  as  afore- 
said and,  if  they  shall  be  the  successful  bidders,  will,  upon  being  provided  as  here- 

337711 


inafter  set  forth  with  such  additional  cash  and  First  Mortgage  Five  Per  Cent. 
Thirty-Year  Gold  Bonds  as  may  be  necessary  to  enable  them  to  complete  the  pur- 
chase of  said  railways,  franchises,  rights,  shares  of  stock  and  other  property,  will 
pay  for  said  railways,  franchises,  rights,  shares  of  stock  and  other  property  in  ac- 
cordance with  and  otherwise  comply  with  the  terms  of  sale  and  the  decrees  and  or- 
ders of  court  authorizing  or  confirming  such  sale ; 

(2)  That  they  will  sell,  assign  and  transfer  or  otherwise  dispose  of  the  rights 
acquired  by  them  under  such  bid  or  the  railways,  franchises,  rights,  shares  of  stock 
and  other  property  so  purchased  by  them  to  such  coi^ioration  or  corporations  and  in 
such  portions  and  upon  such  terms  as  the  Committee  may  by  a  writing  signed  by 
its  Chairman  direct,  and  will  pay  over,  deliver,  distribute  or  apply  the  proceeds  or 
avails,  if  any,  received  by  them  from  the  sale,  assignment,  transfer  or  other  disposi- 
tion of  their  rights  under  such  bid  or  of  said  railways,  franchises,  rights,  shares  of 
stock  and  other  property,  or  any  part  thereof,  to  such  persons  or  corporation  or  cor- 
porations and  in  such  manner  and  upon  such  terms  as  the  Committee  by  like  writ- 
ing may  direct. 

(3)  That  all  of  the  railways,  franchises,  rights,  shares  of  stock  and  other 
property  to  be  acquired  by  them  as  aforesaid  shall  be  vested  in  them,  if  at  all,  as 
joint  tenants  and  not  as  tenants  in  common. 

II. — The  Committee  agree: 

(1)  That  they  will  provide  the  Purchasers  with  or  deliver  to  the  Special  Master 
appointed  to  execute  said  decrees  of  foreclosure  and  sale  for  account  of  the  Pur- 
chasers the  cash  and  First  Mortgage  Five  Per  Cent.  Thirty-Year  Gold  Bonds,  if  any, 
necessary  to  enable  the  Purchasers  to  qualify  as  bidders  at  said  sale  and,  in  case  the 
bid  of  the  Purchasers  shall  be  accepted  at  said  sale,  will,  in  such  event,  provide  the 
Purchasers  or  their  assigns  or  transferees  with  or  deliver  to  the  Special  Master  ap- 
pointed to  execute  said  decrees  of  foreclosure  and  sale  for  account  of  the  Purchas- 
ers such  additional  cash  and  First  Mortgage  Five  Per  Cent.  Thirty- Year  Gold  Bonds 
as,  taken  with  the  moneys  and  Bonds  that  shall  already  have  been  furnished  by  the 
Committee  to  qualify  the  Purchasers  as  bidders,  may  be  necessary  to  enable  the 
Purchasers  to  complete  the  purchase  of  said  railways,  franchises,  rights,  shares  of 
stock  and  other  property  pursuant  to  the  terms  of  sale. 

(2)  That  they  will  indemnify,  protect  and  save  harmless  the  Purchasers  and 
each  of  them  against  all  liabilities,  costs  and  charges  of  every  nature  whatsoever 
Incurred  by  the  Purchasers  in  bidding  for  or  purchasing  said  railways,  franchises, 
rights,  shares  of  stock  and  other  property  at  said  sale,  or  in  selling,  assigning  and 
transferring  or  otherwise  disposing  of  the  rights  acquired  by  them  under  such  bids 
or  said  railways,  franchises,  rights,  shares  of  stock  and  other  property  or  any  part 


thereof,  or  in  accepting,  holding  or  distributing  the  proceeds  thereof  or  otherwise 
in  carrying  out  any  of  the  terms  of  this  agreement,  or  any  written  instructions  of 
the  Committee. 

In  Witness  Whekeof  the  parties  hereto  have  hereunto  set  their  hands  and  seals 
the  day  and  year  first  above  written. 

Eeobganization  Committee  Appointed  and  Act- 
ing Under  the  Plan  and  Agreement  fob 
Reorganization  of  Western  Pacific  Rail- 
way Company,  Dated  December  15,  1915, 

By _ _ 


Chairman. 
Secretary. 


.(L.S.) 

.(l.s.) 

.(L.S.) 


[6G7] 


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¥-. 


1 


.lOS  L,«I  II 


Pacific  ra:. 


nr,c  I  Si. 
.W35A53 


UNIVERSITY  OF  CALIFORNIA  LIBRARY 


FOURTEEN  DAY  USE 

RETURN  TO  DESK  FROM  WHICH  BORROWED 


This  book  is  due  on  the  last  date  stamped  below,  or 

on  the  date  to  which  renewed. 

Renewed  books  are  subject  to  immediate  recall. 


28May5=ocf 

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